As filed with the Securities and Exchange Commission on October 5, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELESTICA INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12 Concorde Place
Ontario, Canada
(Address of principal executive M3C 3R8
offices) (Zip code)
Omni Industries Employees' Share Option Scheme
Option Letter Agreement, dated January 4, 2000
(Full titles of the plans)
Kaye Scholer LLP
Attention: Managing Attorney
425 Park Avenue, New York, New York 10022
(212) 836-8000
(Name and address including zip code, and telephone number,
including area code of agent for service)
Copies to:
LYNN TOBY FISHER, ESQ. I. BERL NADLER
JOEL I. GREENBERG, ESQ. Davis Ward Phillips & Vineberg LLP
Kaye Scholer LLP 1 First Canadian Place
425 Park Avenue Toronto, Ontario M8X 1B1
New York, N.Y. 10022 Canada
(212) 836-8000 (416) 863-0900
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE PRICE
------------------------------------------------------------------------------------------------------------------------------------
Subordinate Voting Shares 286,304 shares $1.71 (1) $490,163 (2) $123
====================================================================================================================================
(1) The proposed maximum offering price reflects a weighted average exercise
price for the options. The exercise price per share ranges from $1.32 to
$1.75.
(2) The offering price has been computed pursuant to Rule 457(h)(1) promulgated
under the Securities Act of 1933, as amended. The exercise price per share
has been converted from a Singapore dollar amount to a U.S. dollar amount
as of October 1, 2001. At that date, the Daily 12 noon buying rates in
New York, certified by the New York Federal Reserve Bank for customs
purposes, in Singapore dollars was U.S.$1.00=S$1.7694.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, or portions thereof, filed with the
Securities and Exchange Commission (the "Commission") and any future filings
made with the Commission under the Exchange Act of 1934, as amended (the
"Exchange Act"), on Form 20-F, Form 40-F, Form 10-K, Form 10-Q and Form 8-K
are incorporated herein by reference.
1. Our Annual Report on Form 20-F for the year ended December 31,
2000, filed with the Commission on May 22, 2001.
2. Our Current Reports on Form 6-K filed with the Commission on
May 25, 2001, June 4, 2001, June 22, 2001, July 20, 2001, August 3,
2001, August 9, 2001 and September 12, 2001.
3. Registration Statement of the Company on Form S-8 (Registration
No. 333-9500) filed with the Commission on October 8, 1998.
We also incorporate by reference any Form 6-K we may file in the future with
the Commission unless we state in the Form 6-K that it is not incorporated by
reference into this registration statement.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the BUSINESS CORPORATIONS ACT (Ontario), the registrant may
indemnify a present or former director or officer or a person who acts or
acted at the registrant's request as a director or officer of another
corporation of which the registrant is or was a shareholder or creditor, and
his heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is a party by reason of his
position with the registrant, and provided that the director or officer acted
honestly and in good faith with a view to the best interests of the
registrant and, in the case of criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful. Such indemnification may be made in
connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the registrant as a matter of
right if he was substantially successful on the merits and fulfilled the
conditions set forth above.
In accordance with subsections 136(2) and (3) of the BUSINESS
CORPORATIONS ACT (Ontario), the by-laws of the registrant indemnify a
director or officer of the registrant, a former director or officer of the
registrant, or a person who acts or acted at the registrant's request as a
director or officer of a corporation of which the registrant is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of the registrant of
such corporation, if (i) he acted honestly and in good faith with a view to
the best interests of the registrant, and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty,
he had reasonable grounds for believing that his conduct was lawful.
The directors and officers of the registrant are covered by
directors' and officers' insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration statement:
EXHIBITS DESCRIPTION
-------- -----------
4.1 Omni Industries Employees' Share Option Scheme
4.2 Option Letter Agreement, dated January 4, 2000
5.1 Opinion of Davies Ward Phillips & Vineberg LLP
23.1 Consent of Davies Ward Phillips & Vineberg LLP
Contained in such firm's opinion as filed as Exhibit 5.1
hereto
23.2 Consent of Auditors
24.1 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement. To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed the initial BONA FIDE offering
thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
4. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act (and, where applicable,
each filing of an employee benefit plan's annual
3
report pursuant to Section 15(d) of the Exchange Act), each filing of the
registrant's annual report pursuant to Sections 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Country of Canada,
on October 5, 2001.
CELESTICA INC.
By: /s/ Eugene V. Polistuk
------------------------
Eugene V. Polistuk
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Eugene V. Polistuk, J. Marvin MaGee, Anthony P. Puppi
and Elizabeth DelBianco, and each of them, as attorney-in-fact, to sign and
file on his behalf, individually and in each capacity stated below, any
pre-effective or post-effective amendment hereto.
Signature Title Date
--------- ----- ----
/s/ Eugene V. Polistuk Chairman of the Board, Chief Executive October 5, 2001
------------------------ Officer and Director
Eugene V. Polistuk
/s/ Anthony P. Puppi Chief Financial Officer, Executive Vice October 5, 2001
------------------------ President, General Manager, Global Services
Anthony P. Puppi and Director
/s/ Anthony R. Melman Director October 5, 2001
-----------------------
Anthony R. Melman
/s/ Mark L. Hilson Director October 5, 2001
------------------------
Mark L. Hilson
------------------------ Director
Robert L. Crandall
------------------------ Director
Richard S. Love
/s/ Roger L. Martin Director October 5, 2001
-----------------------
Roger L. Martin
/s/ Gerald W. Schwartz Director October 5, 2001
------------------------
Gerald W. Schwartz
Director
------------------------
Don Tapscott
1
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act,
the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Celestica Inc. in the
United States, on the 5th day of October, 2001.
CELESTICA (U.S.), INC.
(Authorized U.S. Representative)
By: /s/ J. Marvin MaGee
------------------------
J. Marvin MaGee
Director
2
EXHIBIT INDEX
EXHIBITS DESCRIPTION
-------- -----------
4.1 Omni Industries Employees' Share Option Scheme
4.2 Option Letter Agreement, dated January 4, 2000
5.1 Opinion of Davies Ward Phillips & Vineberg LLP
23.1 Consent of Davies Ward Phillips & Vineberg LLP
Contained in such firm's opinion as filed as Exhibit 5.1
hereto
23.2 Consent of Auditors
24.1 Power of Attorney (included in signature page)